Jinchuan International (02362) has announced that on May 20, 2026, Ms. Gong Hailin, the offeror, notified the offeree company, Jinchuan International (02362), of her firm intention to make a partial offer in accordance with the Takeovers Code. The offer is to acquire up to 130 million offer shares, representing approximately 1.0% of the issued share capital of the offeree company as of the date of this announcement, at an offer price of HK$0.3 per share. This price is not currently held by the offeror or persons acting in concert with her.
As of the announcement date, the offeror and persons acting in concert hold interests in 10 million shares, representing approximately 0.1% of the total issued share capital of the offeree company. Apart from the above disclosure, the offeror and persons acting in concert do not hold any direct or indirect interests in the voting rights or entitlements of any shares, convertible securities, warrants, options, or derivatives related to such securities of the offeree company.
According to the offeree company's latest monthly return for the period ended April 30, 2026, the issued share capital as of the announcement date consists of 13.132 billion shares. The company also has outstanding perpetual subordinated convertible securities with a principal amount of US$88.4615 million (equivalent to approximately HK$690 million), which are convertible into 690 million shares at an initial conversion price of HK$1.00 per share.
The offer price of HK$0.3 per share represents a discount of approximately 53.13% compared to the closing price of HK$0.64 per share on the Hong Kong Stock Exchange on the last trading day.
The offeror is a professional investor with over a decade of experience in the financial industry. Her spouse, Mr. Zhou Hongwei, currently holds 10 million shares, representing approximately 0.1% of the offeree company's total issued share capital as of the announcement date.
The partial offer is intended to diversify the offeror's investment portfolio and increase the combined shareholding of the offeror and her spouse in the offeree company. The rationale is the offeror's positive view on the potential for the offeree company to resume trading. Therefore, acquiring shares at a discounted price from shareholders seeking immediate liquidity, rather than facing the risk of a potential delisting which could render the shares non-tradable and of minimal value, is seen as a promising investment opportunity at current levels.
The offeror intends to establish only a passive equity position in the offeree company through the partial offer. There are no plans or intentions to become a substantial shareholder; to seek control or joint control of the offeree company; or to influence or participate in the operations or business of the offeree company. This includes, but is not limited to, aspects such as its going concern status, any significant changes that may be introduced, or the employment conditions of employees of the offeree company and any of its subsidiaries, except through the exercise of rights attached to the shares.
The offeror has determined that a partial offer for up to 1.0% of the total issued share capital of the offeree company represents a reasonable avenue for a passive investment in the company.